주주총회의 활성화를 위한 선결과제 검토 - 규정의 개정에 관한 논의를 중심으로 -

In the Commercial Act, the general meeting of shareholders is an organization that decides on the collective intention of the company by collecting personal opinions of the shareholders. However, as decisions are made based on the principle of capital majority, major shareholders have a strong influence, but the share value of minority shareholders is virtually zero. Thus, important decisions of corporations are in fact made by the major shareholders and the management of the executives under his influence, and the general meeting of shareholders is becoming a kind of mechanism of ratification. However, the general shareholders' meeting is composed of all shareholders, and not only elects and dismisses other members of the organization, but the decision is legally binding as the highest authority of the corporation because it binds other organizations. Therefore, the general shareholders 'meeting should be rationally operated for the benefit of the company and the shareholders as a whole, and to fulfill the original function. For this purpose, the shareholder should actively participate in the shareholders' The General Assembly should be activated. In this paper, thus, I have proposed the following ways to substantially revitalize the shareholders' meeting. The first, the reorganization of the status in relation to the status of the general meeting of shareholders, the legislative review of the tendency to enhance the opportunism of management, the reorganization and resilient application of the regulations related to the general meeting of shareholders, the realization of minority shareholders' And to clarify the duties and follow-up measures of the General Assembly's inspectors. The second, regarding the powers of the shareholders' meeting, there is a need for flexible operation of all properties, enlargement of the autonomy of the articles of association, rationalization of voting rights restriction regulations at the appointment of auditors, correction of errors in the calculation of quorums, and so on. The third, in the operation of the general meeting of shareholders, it is necessary to supplement the imperfections of the method of convening by electronic documents, to extend the notice period of the summons, to guarantee the autonomous decision of the summons, to institutional distribution of the summons, And proposed separation of the proposal from the appointment of directors.